Public Offering Rights Sample Clauses

Public Offering Rights. (Non-U.S. Offerings): If shares of the Company are offered in an underwritten public offering (whether or not a Qualified IPO) outside the United States for the account of any Founder or other Shareholders, each holder of Preference Shares or Convertible Notes shall have the right to include a pro-rata number of shares (based on the number of shares (on an as converted basis) then held by such holder and all other shareholders of the Company selling in the offering) in the offering on terms and conditions no less favorable to the holders of Preference Shares or Convertible Notes than to any other selling shareholder.
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Public Offering Rights. Upon or after the occurrence of a Triggering Event and upon receipt of a written request from NPB, Panasia shall prepare as soon as practicable an offering circular in accordance with the Statement of Policy adopted by the Federal Deposit Insurance Corporation on August 13, 1996 on any successor policy statement or regulation, covering the Option and such number of Option Shares as NPB shall specify in its request, provided that NPB shall in no event have the right to have more than one such offering circular prepared, and provided further that Panasia shall not be required to prepare any such offering circular in connection with any proposed sale with respect to which counsel to Panasia delivers to Panasia and to NPB its opinion to the effect that no such offering circular is required under applicable laws and regulations with respect to such sale or disposition; provided further, however, that Panasia may delay preparation of any offering circular for Option Shares for a period not exceeding 90 days in the event that Panasia shall in good faith determine that any such offering would adversely affect an offering or contemplated offering of securities by Panasia. NPB shall provide all information reasonably requested by Panasia for inclusion in any offering circular to be prepared hereunder. In connection with any such offering circular, Panasia shall use its reasonable best efforts to cause to be delivered to NPB such certificates, opinions, accountant's letters and other documents as NPB shall reasonably request and as are customarily provided in connection with a securities offering. Panasia shall provide to NPB such number of copies of the final offering circular and any amendments and supplements thereto as NPB may reasonably request. All reasonable expenses incurred by Panasia in complying with the provisions of this Section 5, including without limitation reasonable printing expenses, reasonable fees and disbursements of counsel for Panasia and blue sky fees and expenses, shall be paid by Panasia. Underwriting discounts and commissions to brokers and dealers relating to the Option Shares, fees and disbursements of counsel to NPB and any other expenses incurred by NPB in connection with such offering shall be borne by NPB. In connection with such offering, Panasia shall indemnify and hold NPB harmless against any losses, claims, damages or liabilities, joint or several, to which NPB may become subject, insofar as such losses, claims, damages or liabi...
Public Offering Rights. In the event Revenues realized from Multiplicity Products become a substantial part (ten (10%) percent or more) of the revenues of NCD on a consolidated basis, and in the event that NCD shall thereafter file a registration statement relating to any underwritten public offering of its capital stock, or of the capital stock of any subsidiary or business unit thereof containing the Multiplicity Products or any "tracking" stock thereof, none of which is currently contemplated, then, subject to the consent of the underwriters, which the Purchaser shall exercise its best efforts to obtain, the current unit holders of the Company shall be offered, the option to subscribe as "friends" of the Company and to, purchase and pay for a small fraction (approximately 2%) of such underwritten securities, in amounts to be determined by the underwriter, at the same price and on the same terms as such securities are being offered to the public. This right shall terminate on December 31, 2004. No representation has been made that this provision is or will be of value to the Unit holders or that if an offering of the type described becomes available, that the right to subscribe will be a valuable right. Any such right will require the delivery of a valid prospectus.
Public Offering Rights. Each Investor (a) shall be entitled to demand, short-form and piggyback registration rights, in each case on customary terms, with respect to any potential IPO of the Common Shares in the United States, and (b) shall be entitled to reasonably analogous or substantially equivalent rights with respect to any other IPO of the Company’s Equity Securities in any other jurisdiction.
Public Offering Rights. Between January 1, 2001 and August 23, 2006, the timing, terms and pricing of any Public Stock Offering of any securities of HBT (or any successor entity) and any new operating company shall be subject to the consent of Sofinov, which consent shall not be unreasonably withheld. HBT shall use its best efforts to accommodate Sofinov's structuring needs and preferences.
Public Offering Rights 

Related to Public Offering Rights

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Option is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Option is not subject to the supervision of the local securities authorities.

  • Initial Public Offering (a) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus.

  • Public Offering Price Except as otherwise noted in the Issuer’s current Prospectus and/or Statement of Additional Information, all shares sold to investors by Distributors or the Issuer will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per share, as determined in the manner described in the Issuer’s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Issuer’s current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, Distributors shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940 to pay a portion of the sales charge to dealers who have sold shares of the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee and, unless otherwise agreed upon by the Issuer and Distributors, the Issuer shall be entitled to receive all of such fees.

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Subsidiary Public Offering If, after an initial Public Offering of the common equity securities of one of its Subsidiaries, the Company distributes securities of such Subsidiary to its equityholders, then the rights and obligations of the Company pursuant to this Agreement will apply, mutatis mutandis, to such Subsidiary, and the Company will cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement as if it were the Company hereunder.

  • Public Offering of the Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Participation in Public Offering No Person may participate in any Public Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

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